UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

(Translation of Issuer’s Name into English – Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

With a copy to:

 

 

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

(1)	Cummins Inc. may be deemed to be a beneficial owner of the common shares of the Issuer acquired by Atlantis AcquisitionCo Canada Corporation, a subsidiary of Cummins Inc.

 

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(1)	Cummins Inc. may be deemed to be a beneficial owner of the common shares of the Issuer acquired by Atlantis AcquisitionCo Canada Corporation, a subsidiary of Cummins Inc.

 

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Introductory Note

 

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13D of Cummins Inc. and Atlantis AcquisitionCo Canada Corporation (together, the “Reporting Persons”) filed with the U.S. Securities and Exchange Commission on June 28, 2019 (“Original Schedule 13D”).

 

Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Original Schedule 13D.

 

On September 9, 2019, the Reporting Persons and the Issuer completed the previously disclosed and court-approved plan of arrangement under the provisions of Section 192 of the Canada Business Corporations Act. As a result, Atlantis AcquisitionCo Canada Corporation, a subsidiary of Cummins Inc., acquired all of the outstanding Shares of the Issuer.

 

The Reporting Persons are filing this Amendment No. 1 to amend the number of Shares beneficially owned by the Reporting Persons as a result of consummation of the plan of arrangement, although, as previously reported, the Shares are in the process of being delisted from the Toronto Stock Exchange and the Nasdaq Global Market and being deregistered with the Ontario Securities Commission and the U.S. Securities and Exchange Commission.

 

Item 5.  Interest in Securities of the Issuer.

 

The responses to Item 5(a) and Item 5(b) of the Original Schedule 13D are hereby amended and supplemented by replacing them with the following answers:

 

(a)   Aggregate number of shares beneficially owned: 19,024,541(1).  Percentage of class: 100%(1).

 

(b)   (1)           Sole power to vote or direct vote: -0-

 

(2)           Shared power to vote or direct vote: 19,024,541(1)

 

(3)           Sole power to dispose or direct the disposition: -0-

 

(4)           Shared power to vote or direct vote: 19,024,541(1)

 

(1) Cummins Inc. may be deemed to be a beneficial owner of the common shares of the Issuer acquired by Atlantis AcquisitionCo Canada Corporation, a subsidiary of Cummins Inc.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Date: September 9, 2019	CUMMINS INC.(1)
	By:	/s/ Thaddeus B. Ewald
	Printed: Thaddeus B. Ewald
	Title: Vice President — Corporate Strategy and Business Development
	ATLANTIS ACQUISITIONCO CANADA CORPORATION(1)
	By	/s/ Thaddeus B. Ewald
	Printed: Thaddeus B. Ewald
	Title: Director

 

(1)   On June 28, 2019, the Reporting Persons filed their Joint Filing Agreement with the Securities and Exchange Commission pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. The Joint Filing Agreement appears as Exhibit 99.3 to the Original Schedule 13D and covers both the joint filing of the Original Schedule 13D, as well as any and all amendments thereto, including this Amendment No. 1.

 

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